To Act on Desire
by BrinneyFriday
Summary: Attraction sometimes doesn't have to be faked. Alex Kingston/Matt Smith, AU; Professor/Student situation.


"Just remember," Alex says to her class, walking around her desk to lean against it. She crosses her arms, taking in each of her sixty or so students with intense green eyes. "Less theatrics, more reality. Acting on screen isn't about dramatization, it's about making the audience _believe_ what's happening could _actually _happen."

Most of them nod, scribbling down on their notes, or type furiously away on their notebooks. Others aren't paying her any real attention.

And then there's him. The one who pays her far too much attention.

He sits in the front row, every day, incessantly asking questions and _always_ hitting on her. It's not as if she minds the attention; not at all. She quite enjoys the way he can make her feel like a young girl again. No, the biggest issue is that she wants him.

Desperately.

Alex Kingston hadn't always wanted to be a college professor. Oh, no. She had wanted to be an actress, pretending to be someone else for a while and getting paid to do it. But not all dreams come true, so she chose the next best thing; teaching aspiring actors and actresses how to move from theater to screen is almost as rewarding as acting itself.

Then the semester started, and she found herself cursing the day she chose to teach. When he'd strut into her room, brown hair flopping into his eyes and leather trousers hugging his hips tightly. He's attractive in an unconventional way, with a wide nose and a chin that juts out. And the way he looks at her, from her heeled toes to her curly hair, causes entirely wrong tingles to shoot up her spine and her body to vibrate with _need_.

Need that she shouldn't feel, because, not only is she his mentor, but he's twenty years younger than she is. Late twenties, late start to college, and here she is, nearly fifty and swooning over him like he's the Greek god of sex.

He bloody well could be, but she will never know.

Because it's wrong.

And, if judging by his actions towards her, could actually, really happen. Those eyes that devour her from the moment he steps into the room, to the second he leaves. Never leaving her body, her eyes. Just glued on her and making her shift with pent up desire.

_Wrong, wrong, wrong._

After a few more key notes over the day's lesson, Alex watches as her students pack up their book bags, scurrying to leave the class as soon as possible. It had been one of the more boring classes of the semester, with nothing but notes and questions. No entertaining interactions, no acting out scenes.

She hates these days as much as they do.

"Miss Kingston?"

Alex snaps her gaze to the man who spoke, standing in front of her with his bag slung across his shoulder and a smirk on his face. His clothes fit his body perfectly, grey shirt draping across his slender stomach and leather trousers cinched tightly at the waist. If looking at someone could cause an involuntary orgasm, she would have shattered just then.

"I have told you before, it's Alex," she chastises. She ignores the feel of her skin tightening in his presence, as if preparing to be touched. She knows, just one touch from him would set her on fire and slowly burn her until there was nothing left but lustful ashes.

What a lovely sight that would be.

"I just wanted to tell you that today's lecture was very," he pauses, and she watches his eyes with hers as he looks her over, from her light-green toes, up her slender legs, her black pencil skirt and light-green blouse, lingering on her barely-there cleavage and back to her face. Her thighs tremble when he cocks his head to the side, tongue darting out to lick his lips, "exciting, if you will."

"I would thank you," she says, a little breathless, "if that wasn't a complete pile of rubbish. Matt, darling, _I _was bored, and it was _my_ lecture."

Matt laughs, a sound that wraps around her body and tickles her sensitive. She's just thankful for the tee-shirt he dons today, hiding away those delicious collarbones. Collarbones she would spend hours worshipping with her tongue if just given the chance.

_Shut up._

"I'm afraid your opinion is a bit biased, Miss Kingston," he chuckles, adjusting the strap of his bag and taking a step towards the door. His booted footsteps echo throughout the now-empty lecture hall and she wonders at just how many times they've been here, alone. How many times he's waited to leave, just to carry on a conversation with her. "You've taught this class how many times now?"

"_Alex_," she stresses with a roll of her eyes. "And I couldn't actually tell you that."

She answers both his and her questions. The conversations they've had over the course of the past couple months are far too many, straying off the topic of what would be appropriate between professor and student.

Far too much flirting.

"Exactly," Matt says with a smile. He motions to the door with his head, eyes never leaving hers. "I'll be off now. See you on Thursday."

And then he's gone, and she's left with an pounding heart and a light head.

He shouldn't be able to cause such a reaction from her. A single mother, who's taught more than her fair share of attractive men, and yet this one is completely different. She'd throw away her career for a simple caress of the cheek from his more than likely capable hands.

Taking a deep breath and squaring her shoulders, Alex goes about gathering the papers that need grading and her bags. She is smarter than to let anything happen between them. They were this far into the semester already, what's another couple of months keeping herself restrained?

Restraint that hardly exists as it is.

Sighing, she heads out of the room, thinking on the next lesson she has prepared. The importance of a romantic scene and how it compares when done in front of a camera, instead of an audience. It's never been her favorite, not when her history with men isn't anything that can be justified as great. But watching her students interact and laugh at the cheesiness is always entertaining.

Except now she gets to watch Matt act with one of the students. Probably someone more his age, much more suitable to be doing anything like that with him. She gets to watch on while some young woman lays her hand on his arm, confessing her attraction to him. She knows, as she unlocks her car and tosses her bags inside, that she's going to be wishing it was her the entire time.

She finds herself thanking the school board for not allowing the entire lesson to be taught, kisses and all. If she had to watch him kiss some twenty-something, watch as his tongue slipped out to caress some other woman's lips, she honestly doesn't know how she'd react.

Thank the lord for sexual harassment complaints.

xXx

One step, two.

It takes all his willpower to move further and further away from his 'From the Stage to the Screen' class. Not the class, exactly, but his professor. His hot-as-hell and totally-bangable professor. The one that flirts with him so intensely, that it makes his fingers itch to touch her, in front of everyone. The one that causes his knees to buckle with a simple smile, or a tinkling laugh.

The one he would do anything to bed.

But, as Matt enters the library, he knows it's more than the fact that she's utterly attractive. She's witty, flirty, and highly intelligent. Not to mention, quick with the retorts. Though, to get between those toned legs that she just loves to taunt him with would be heaven. Hardly ever wearing trousers, just those teasing pencil skirts. Like the one she had on today; just barely reaching her knees.

It causes his cock to react, almost desperately, at the thought of running his hands up her inner thighs. It's funny, the way she pretends not to acknowledge the spark between them. The way she tries to pretend she's not watching him move to his seat, or the way her nipples pebble when he stands too close to her. It was instant, from the first day of class, and so _very_ reciprocated. She was gorgeous that first day - excited for her new group of students. Talking fast and with her hands, she explained everything they were to expect for the semester.

Of course, he hadn't been listening.

No, he had been fantasizing all the ways he could get inside her before holiday break.

And he hasn't made any progress.

It's not for lack of trying, of course. Oh, he's tried. Slowly, but surely, he's broken down her defenses and now she flirts with him as easily as he flirts with her. It's not like he tries to hide his reaction to her. The amazing thing, though, is when he catches her staring a bit too long at his groin, eyes a little too wide and mouth moving as if trying to find something to say.

She knows, and if her reaction to it is enough, _he _knows she wants.

Boy, does she want.

He knows she's older than him, and he knew that would cause a bit more of a challenge for him. Older women have standards, not like the young women he goes to school with. But the way Kingston looks at him? Responds to him? Those are the things that keep him highly interested late at night, when it's just him, alone in his apartment.

Plopping into an empty chair, he sighs and rummages through his bag. While thinking about his college professor is definitely one of the main things he does during his every waking moment, he still has work to do for his other classes.

Thankfully, too, or he'd be suffering from blue balls more often than he'd like.

He must admit, though, she's worth it. Worth the suffocating pain his jeans offer and the overwhelming urge to kiss her and bury his fingers into her enticing curls while he does it.

Definitely worth the uncomfortable situation he always finds himself in, by the end of class. Heck, at the beginning. The moment he steps into the room and gets a whiff of how much it smells like her? His eyes roll back, remembering the time he'd walked in right as she bent over to pick something up.

Staring blankly into his open bag, Matt tries to remember what he had been doing.

Right, work to do, math problems to solve.

Ugh, maths. Pulling out his phone, he shoots a text to his tutor and best friend, Karen.

He's definitely not going to pass any of his classes without her help. Not when his mind is elsewhere and his dick is in charge.

xXx

Thursday's class starts off as normal as any other class does.

She flirts with Matt, because it's unavoidable. They talk about how "smashing" she looks today (which she denies with almost full sincerity), about how she doesn't think Matt could own a pair of normal jeans. The normal stuff, of course. She does roll call, shaking her head at each student that isn't there. She gets into a friendly debate on the acting styles of big actors with Connor, the debate-enthusiast of the class. She even has to throw Roger out, due to lewd behavior.

Yes, everything is normal.

Until Matt opens his mouth, once class has actually started.

"What's on the agenda for today, Miss Kingston?"

The question is simple enough, something he always asks. But then she remembers. Romantic scenes and attraction and all the stuff she is normally really terrible at.

But that's not what she cares about.

No, it's looking at Matt's delicious face while talking about how making attraction on screen seem real. It's a dangerous situation she's in. But she forges on with strength she didn't know her lustful bones had.

She doesn't even reprimand Matt for his use of her last name, though it annoys her to no end. She'd rather hear her first name on his lips, than her last.

But she continues on, talking about the intricacies of pretenses. How it's hard when you don't even remotely find your counterpart attractive, or think of them in the romantic sense. She moves around the room, answering questions and elaborating on certain details that some struggle with.

And, around forty-five minutes in, she returns to her desk to remove a stack of packets from a drawer, raising them up with a smile. "Now, who wants to help me give an example?"

And, wouldn't you know it, Matt's arm is up in the air before she can finish her sentence. With a roll of her eyes (and secret excitement), she motions for him to join her in the front. Her hands are suddenly clammy against the paper in her hands. When he's standing next to her, she offers one of the worn scripts to him, and he takes it with a smirk, brushing his fingers against hers. The sensation causes her heart to jump in her chest, and she pulls away quickly.

"Right then," she says, clearing her throat. "It's your basic romantic scene - confessions given through high volume voices. What's a good love scene without some shouting, eh?"

The class laughs, but all she can hear is Matt's soft chuckle from beside her. All of those worries she had of watching him act with some young bint who doesn't know lighting from cues are just washed away from her brain as she watches him, because it's _her_, standing here. Sure, he'll go off and practice it again, with someone else, but he's going to start off with her.

Whoever he pairs off with will have to compare to her.

Selfish, she thinks, but she doesn't necessarily care.

"Now, Matt, remember - this is not theater. Make it _real_. Don't go over the top with it."

"Shouldn't be too hard," he admits, eyes boring into hers. For a moment, they just stare at each other. She has no doubt that her green eyes are burning with lust, and it doesn't help that his are almost as intent. Maybe asking for a volunteer was a bad idea. The scene was _supposed_ to end with a kiss, but of course she just stops it before that. No need to get fired for it.

But as she stands next to him, next to Matt Smith, also known as The-Man-Who-Can-Make-Her-Ache-With-A-Simple-Smile, she's a bit worried she won't be able to stop herself from carrying out the entire scene.

Doesn't think she'd care too much about losing her job, either.

Coming back to herself, she takes a step backwards, moving away from his radiating heat. "Go ahead and start anytime you'd like."

Matt takes a moment to read over the front page, obviously getting to know his character before reading for him. Alex has read this specific script countless times, already comfortable with Liz, the woman. Ryan is a simple character, and she's not worried for a second that Matt will struggle with him. She's seen the way he can easily adapt to whatever is needed, whether it be clumsy or sophisticated.

He just flows.

"You don't understand how long I've wanted you," Matt finally says, and the line has such passion behind it, she almost has to look down at her script to remember hers. But the way his eyes pierce hers, as if trying to convey some underlying message has her trembling where she stands.

"I think I do," she retorts, moving to stand in front of him. He looks at the script quickly, eyes finding her face just as quickly as they left.

"_No_, you don't. For the past year, I've watched the way you move. The way you laugh and act. _Liz_, I've wanted you since day one."

He moves forward then, taking one step closer to her. Her breath hitches in her throat, but she continues.

"Why didn't you say something? Do you even realize how quickly I would have jumped at the chance?" Alex's voice rises, and they're standing so close. Her chest almost brushes against his and the way their breath mingles is too much.

It frightens her how much she wants to break every rule in the book just to grasp him and pull him into her more than willing body.

"I didn't think it was - I thought it was only me. And then I saw you with Mark.." He backs up then, walking around her with a hand to his forehead.

Good, his acting is very good.

"Mark? You thought.. Mark and me?" It's said with a scoff, and she looks on him with confusion, as if she doesn't understand the whys of his ways.

He stops, staring at her with a pleading look. "I was foolish, alright? And I got so jealous-"

"There's nothing to be jealous of, Ryan," Alex says, voice soft. She places a hand on his arm, sliding her thumb back and forth across the muscle she finds there.

_Acting. He's Ryan, and you're Liz. You are acting._

"I know that _now_," Matt nearly shouts. His breathing is erratic, his hand coming up to cup her face (she was right. The combustion might not be visible, but her skin is on _fire_).

"And here we are. You and me. A year's a long wait, don't you think?" She murmurs, leaning into his touch.

There is no audience right now, not in her mind.

There are no characters, because he's _touching_ her.

"God, yes. So long."

"Kiss me." It's a demand. Supposed to be a demand. Sounds more like a plea. And by god, she wants him to actually do it. She wants those lips on hers like there's no one else.

He moves for her like he will, and she almost lets him. The heat between her thighs is at an all time high, and those eyes on her make her want to throw him down and ride him until they both can't breathe.

Of course, she's smarter than that.

She puts a hand to his chest, stopping his otherwise destructive course, and turns to face her students. The majority of them are entirely enraptured, leaning forward in their seats to get a better view. When they notice that the scene is finished, the claps begin and she laughs, always enjoying the way they are so entertained by the little skits they do.

It isn't until she's about to speak that she notices her hand is still on Matt's chest, who is breathing heavily. Her fingers are caressing him softly through the material of his shirt, and she finds she delights in the way he feels.

Pulling her hand away, shocked at her forwardness, she risks a glance at him and finds that his eyes are sharp on her. She feels naked for a moment, from the way he's devouring her like that.

"Very good, Matt," she manages, turning her attention back to the rest of the twenty-somethings in her class. "Now, I want you all to pair off with a partner and practice that scene, yes?"

She doesn't notice, on her way back to her desk, the way Matt stares at her with longing. Nor the way, as the tables separate to create room in the middle, that he doesn't seem to be able to breathe normally anymore.

She does, however, know something _important_ just happened here.

She just doesn't understand what.

xXx

When class is over, Matt texts Karen he'll catch up with her later, not really giving a reason. He's not going to tell her that he's staying after class in an attempt to kiss Alex Kingston speechless, because that would just entail a lot of explaining on his part and too many questions on hers. So he just tells her something came up, and dawdles for a bit, waiting for Alex to notice he's still around. When she finally does, she seems startled, if only for a moment, which causes him to smirk.

And remember just how close he came to throwing rules to the wind and snogging her in front of each of his peers.

"Matt," she says, clearing her throat. "Is there something you needed?"

He watches as she puts her pen down, moving around the desk to stand in front of him, though a few feet away.

"Actually, Miss Kingston, I was hoping for some pointers," he admits, husky voice lacking the innocence he was going for. This is going to happen, no matter how much she tries to fend him off.

He wants her, she wants him.

Bleedin' time to act on it.

"Alex, Matt," she states, sternly. "I'm your college professor, not your high school teacher, for crissakes. But yes, what do you need?"

"Well, you went over the intensity of a romantic scene today, but you refused to teach us the difference between a theater kiss and a screen kiss. I imagine that's rather an important subject, don't you?" Matt moves closer to her with each word said, stopping just a foot away. He watches in fascination as Alex's face seems to flush at the topic, chest heaving with each breath.

"That's um, actually another lesson entirely. One that I am not allowed to teach, due to high sexual harassment complaints."

"Oh?" He breathes, leaning in close. "What if it's a private lesson?"

"Matt," Alex chastises, but the sound of his name on her breathless lips does nothing but to fuel his intent. Her eyes are glued to his lips, and he takes that as an invitation to lean in closer. Her hand presses into his chest, a meek attempt to stop him, and green eyes flutter up to his. "It's wrong."

"It's educational," he murmurs, and he can practically feel her lips against his, they're that close. Alex pulls her lip into her mouth, worrying it with her teeth. The action causes his eyes to snap to her mouth and his jeans to feel too tight around his hips.

"Educational," she repeats, hand sliding down his slender stomach. Without another word, she tugs him close by the belt loops of his trousers, mouth slanting across his.

Alex can't understand what is happening. His hands are everywhere, from her hair to her bare arms, down to grip her thighs. His tongue is in and out of her mouth, mimicking the sex his body promises. She moans against his lips, pulling back to breathe. He takes the separation in stride, mouth moving to the column of her neck, licking and sucking the sensitive flesh. Her hands tighten around his waist when his teeth bite down, thumbs brushing across the massive bulge pressing against the fabric of his jeans.

She _knew_ the moment they finished acting out that scene, that something had changed. And then watching him with that blond girl; it fueled her intent to have him. Especially since, every time they went over the scene, he'd glance at her with this look that simply screamed, "I want you."

But he's kissing her neck and nibbling at the flesh and oh, she wants his lips back on hers. She turns her head towards his, and he thankfully gets the message, tongue darting out before their lips even touch. He tastes like.. Hell, she doesn't even know. He just tastes _amazing_ and she wants more.

She tugs him further into her body, the force sending them crashing into her desk. He takes the opportunity to lift her up by her thighs, dropping her unceremoniously on her lesson plans and very nearly her name plate. Alex doesn't care, because his hands are sliding up her sides and over her breasts. She arches into his touch as he lingers, palming them through the thin material of her blouse.

His erection is pressing hard into her overheated center as his mouth dominates hers. It's almost too much, the feel of him against her. This whole time, she's been imagining what it'd be like to have him like this, and here she is.

She scrapes her teeth across his tongue, and she swallows his answering groan. But the sound he draws out of her when he grinds their hips together, hitting her _just right_ through their very constricting trousers, makes her sound like she's in pain.

She almost is, from the feel of it all.

Breathing quickly becomes an issue again, so she throws her head back, once more baring her neck to him. His teeth attach to her jugular, nibbling and sucking. Her eyes fall open, landing on the brown hair that tickles her chin. Unable to fight the urge, she buries her fingers in the soft locks, gripping him tight to her throat.

It's when he gasps out her name, her _actual_ name, that she remembers who she is, who she's with, and _where_ they are.

"Matt," she gasps, wiggling against his bruising grip at her hips. "We can't.."

He growls into her flesh, fingers tightening, and she relishes in the pain that shoots up her spine, mingling with the pleasure that causes her to quiver.

"_Want_ you, Alex," he pants, but he's stopped his hip movements. His fingers dip into her waistband, hot breath fanning down her cleavage.

"God, want you, too," she moans, petting his hair and vibrating at the sound of her name on his lips. It's not something she thinks she'll ever get used to; twice now and she's willing to beg him to touch her. But.. "Not here. Too risky."

He seems to get her point, body stilling completely against hers. His fingers are still buried in her trousers, tickling her skin, so _close_ to her drenched knickers. They spend a few moments holding each other, and Alex risks a glance towards the door. She doesn't have a class after this one, but she shares the room with another teacher who does.

She pulls his head back, caressing his cheeks with her thumbs. Matt's eyes are half-mast, mouth open with steady breaths. She can't help kissing him again, softly.

"I want you," Alex reiterates against his mouth, "but somewhere else."

Matt nods, reaching up to grasp her neck, brushing their swollen lips together once, twice more, before stepping away from her. She grins at his wince when he adjusts his jeans, knowing full well what they hide. She follows his lead, hopping off the desk to right her own clothes. She can feel his eyes following her every movement, but she ignores it.

Her desk is a mess, crumpled papers and overturned pencil holders strewn about. She makes a move to fix it all, but he snatches her by the wrist.

"When?" He asks, voice husky and incredibly deep. She worries her lip, thinking of her daughter, Salome, who is to be dropped off at her father's home this afternoon.

"Tonight?" She suggests, voice meek. His eyes light up and he pulls her to him. He kisses her hastily, giggling when he pulls away.

"Tonight, my apartment."

She swallows.

"Your apartment."

xXx

Matt leaves after a few more kisses, Alex's number saved deep in the memory of his mobile. She would call when she was on her way.

He couldn't believe it actually happened. Couldn't believe he'd actually had her pressed up against his body, burning heat scorching his hard cock through their clothes. He'd wanted to take her right there, on the desk, but she'd provided a valid point.

Far too risky.

Neither of them wanted to lose what they had going for them: Alex, a great job as a professor, and Matt, working his way through college in hope of becoming someone in the end.

They knew a quick shag wasn't worth the penalties.

At least, not where they could get caught.

But then they'd promised to meet up at his place when the day was at its end, and that was more frightening that he'd expected.

His place was a _mess_.

He spends the rest of his day rushing through things - his tutor session with Karen, his stop at the grocers. He even skips out on his maths class, because he's too intent on getting home and cleaning.

He should have really thought the whole 'his apartment' thing through.

When he walks through the door, he's horrified. Somehow, his cat has managed to knock over the dishes that were stacked by the sink, _and_ dump her litter all over the floor.

Awesome, and he thought his laundry was his main problem.

He sets out quickly, filling the sink with warm water and soap (all the while damning his inability to get his bloody dishwasher fixed), and dumps some of the askew dishes into the water. Once those are set to soak, he moves around the small counter, to where the litter is scattered across his carpet. Sighing, he calls out to the MIA kitten, reprimanding her while he grabs the vacuum from the hall closet.

"Mellow, you little pest! I have a _woman_ coming over tonight, and you have to make my life harder by playing in your box like it's a _toy_?"

He hears a meow come from down the hall, in his bedroom.

Oh, shit.

His bedroom.

Why couldn't his life be easy? At least once? He was daft to even have considered his apartment good enough for the gorgeous woman who would be coming over. With a sudden jolt of motivation at the thought of Alex, Matt sets into motion, scurrying across his house as quick as possible to get everything done.

Three hours, and some frustrated shouts at Mellow later, he is hopping into the shower, mentally going over his checklist.

Laundry? Check.

Dishes? Check.

Litter? Check.

Bathroom? He would finish that after his shower.

Wait, should he make dinner? Were they going to be eating? He hadn't thought about that. Standing under the warm spray of the shower, Matt berates himself for not thinking ahead.

He didn't even know what to expect. Would they talk first, or would they simply jump right to it? He frowns, jumping "right into it" not sounding very appealing. Sure, he wants her, more than he has ever wanted another woman, but the whole one night stand aspect of what is looming over his head is slowly causing him to reevaluate what he wants _from_ her.

He's never been one for casual sex, despite what Karen would tell you. And he doesn't want just sex from Alex. _God_, she is so intelligent, so sweet and unbelievably kind to even her worse students.

With that thought, he decides there will be dinner made. What he would make was beyond him, but damn it all if he was going to seem like a prick with only one thing on his mind.

At that moment, his phone, which is sitting on the counter of the bathroom, lets out a loud shrill. She's calling him.

Oh, hell if his cock didn't just twitch.

xXx

Alex is nothing but a bundle of nerves as she walks up the steps, leading towards Matt's dwelling. His home, where he sleeps, eats, and combs that ridiculous hair. Towards her student's flat, where, tonight, she will share his bed.

What the _hell_ had she been thinking?

She'd even contemplating calling him and telling him she couldn't make it. Would have justified it by saying her daughter was sick, and she didn't want to leave her side. She isn't even sure if Matt knows she has a daughter.

Still, when he'd answer his phone, voice husky and the sound of the shower on in the background, she couldn't bring herself to tell him no, that she wasn't coming over. Because she wanted to. She wants that voice in her ear, panting, as he pounds into her.

So, here she stands, at his door, knocking lightly. Her breath accelerates when she hears his 'Coming!' through the walls.

Soon enough, the door is opened, revealing a very, _very _attractive Matt Smith, wearing a button up shirt, dark blue jeans, and sporting bare feet. The first three buttons of his black shirt are undone, revealing a patch of smooth, tan chest to her hungry eyes and she almost drops her bag to the floor to attach herself to him.

"Hello," he greets, smiling at her tentatively.

"Hi," she replies, and suddenly this all seems so ridiculous. Here she is, forty eight-years-old, knickers already drenched with her arousal for her twenty nine-year-old student, attempting small talk with him before they shag each other's brains out.

"Oh, come in," Matt says quickly, ushering her into his warm apartment. He motions to his small table with his lanky hand, where two steaming bowls sit. "I uh, made some macaroni and cheese. I didn't have much so.."

Alex laughs, the tension lost amongst his obvious attempts to make her dinner. He chuckles with her, the mood suddenly lightened and the air so much easier between them.

He leads her to the table, pulling out her chair for her. He seems to think of something before he asks, "Are you allergic to cats?"

"Um, no, I am not," she answers, looking at him with a curious look. He lets out a sigh of relief before moving to sit down on the other side of the table.

"That's good to hear, or I'd have to kick Mellow out for the night."

Alex's cheeks flush and she looks down to her macaroni.

The night.

She's spending the night at Matt's apartment.

"You alright?" Matt asks, fork in hand. This is all very weird. Earlier, they were making out, almost shagging, against her desk. Now, they're talking and eating dinner like.. a date.

That's why this feels so weird. It feels like a date.

"Yeah, I'm fine," she manages, digging in.

xXx

Once dinner is finished (and after much prodding on her part), Alex stands at Matt's sink, scrubbing at the bowls they'd used. She loves that he had even considered making dinner for her. Though it had only been something as simple as macaroni and cheese, it had been so long since someone had cooked for her. It honestly means more to her than she ever thought possible.

But the weirdness factor is still there. She can't help but shake the feeling that something more is happening here. The underlying current of connection. Comfort.

She feels at home in his small apartment, though it's only her first time in it. Alex feels like she's been in it more than once; been in this situation, with _him_, more than once.

It's frightening.

She's pulled from her reverie when two strong arms wrap around her middle, accompanied by a deep sigh into her hair. She pauses in her work, arms completely still within the dish water, as Matt traces circles into her abdomen.

Yes, _yes. _Take them back to what she knows.

What she understands.

"I don't think I can handle the small talk anymore, pet," he breathes huskily into her hair, placing a small kiss to her temple before nuzzling her cheek with his nose. She moans softly when his hands slide up her torso, caressing the undersides of her supple breasts with tentative thumbs.

"I'm all wet," Alex protests, realizing too late the double entendre within the words. He groans into her cheek, and spins her around to slam his lips upon hers in a bruising kiss.

"I bet you are," he growls against her lips. Her response is nothing but a mewl when he shoves his tongue deep into her mouth. Her soapy hands bury themselves into his hair, her breath hitching when he grinds his hard cock into her stomach.

This is what she came for. Having her body quake, shiver, _tremble_ against his. Hearing his deep, harsh breaths in her ears, feeling them fan across her face. God, she never wants it to end. Not when his hot hands are burrowing into her shirt, caressing her cool skin, _oh_ bypassing her bra. His slim fingers pinch and pull at her nipples until they've hardened beneath his touch.

"Ugnn, Matt," she gasps out, pulling her mouth from his. Her eyes narrow in on her hands in his hair and she has half the mind to giggle. "Let me dry my hands.."

He merely shakes his head, dropping his right hand to tug her leg up. She wraps it around his waist, letting her head fall back when his denim-covered cock presses firmly against her hot center. Her knickers are so soaked that her arousal has slipped through her slacks.

"How long, for you?" The question, in her mind, is completely random at first. She's unabashedly grinding against him, and her mind is deliciously muddled. It takes her a moment to realize that he wants an answer, that he has stopped moving his hips, so she thinks about it. How long, what exactly? He asks again, this time emphasizing his question with a twist of his hips, and she understands.

"Since you first walked into my class," she breathes, lifting her head to kiss his cheek. Her fingers pet at his now-damp hair and he shudders. She can't tell if it's from her touch, or her words, but at the moment, she doesn't care.

Matt pulls his face away from her, to stare in her eyes. It's an intense feeling she's never encountered before, the way he seems to understand her with a simple look. She's distracted from it a moment later, when his fingers are undoing her trousers with a quick flick of his fingers. Their eyes never separate, however, as he drags the zipper down.

Alex lets out a pitiful whine when his hand dips into her knickers, eyes rolling back. He moves smoothly, in and out of her wetness, never pressing where she needs him. His breathe is coming out in ragged grunts, each movement of his hand pressing his wrist against his cock. She bites her lip, opening her eyes to meet his again.

"I _need_ you," she admits, and she can feel rather than hear the growl he offers in return. In a split second, her slacks are dropped around her feet, her thong following. And then he's working his own trousers, tugging at them with one hand, his other returning to its spot between her thighs.

Her hand is wrapped around his straining erection the moment it's out, and Matt let's out a hiss, head falling forward to rest against hers. She kisses him, nibbling on his bottom lip as she hikes her leg further up his back and angles him towards her aching entrance.

He stops her, whispering the word 'condom,' and she tugs at his sensitive flesh, pulling him closer with her leg. "I can't get pregnant," she states simply.

Matt takes it in stride, thankfully not bringing anymore attention to her shortcoming. With one fluid motion, he's buried deep inside. He doesn't move at first, and she's entirely grateful. It's been so long since she's been filled. Her pussy works around his thick (oh, he is _big_) cock, slowly becoming used to his girth.

She arches into his touch when he tugs up her shirt and bra, leaning his head down to take a pert nipple into his mouth. And then, _ahh_, he's moving. It's a torturous pace he's set, in and out with the such a slow speed that she feels like she might die.

"Matt," she gasps, hugging his head tight to her chest. He gets the message, increasing his speed. She begins to lose her balance, only her grasp on his head and her leg keeping her up. He lifts her other leg up around his waist, never losing his momentum within her tight heat. It's too much, finally having him buried so deep in her. She'd dreamt of this moment for months, always berating herself for even thinking he'd want her back. But here he is, eyes screwed shut in concentration, hips snapping to and fro, and panting her name.

_Her _name.

His hands caress her arse, squeezing the flesh in his palms. She uses his grip on her to bounce herself on his cock, and his groan reverberates throughout his body.

"Wanted you for so long," Matt says, licking his way up to kiss her neck with ardent lips.

"Unnnh," Alex moans, head falling back. She winces when it comes in contact with the faucet, but it doesn't stop her from digging her nails into his chest where his shirt is open, their need for each other having surpassed the need to remove all their clothing.

His hand moves from her ass, undoubtedly bruising her flesh as he moves around her thigh to dip into her folds. He rubs her clit with quick fingers, both of them panting, _gasping_ for breath. Her orgasm is unexpected and her entire body shudders as she lets out a deep moan.

"I need to.." he trails off, his intent obvious. She clenches around him purposefully, digging her heels into his back to stop him from leaving her body. He gets the hint, hips corkscrewing in an out of her uncontrollably.

He howls his release and her body hums as he fills her. For a moment, Matt merely leans against her now-uncomfortable body. She hadn't expected to have sex with him against the counter and it is not as comfortable as one would think.

Alex drops her legs from his waist, clinging to him when they feel as if they may give out from beneath her. His hands move to grip her hips, his tongue licking at a love bite he left along her collarbone.

She'd forgotten how nice the afterglow was. To be perfectly honest, she'd forgotten how nice _sex_ was. And sex with Matt? So much more than nice, even if he is her student.

Fuck.

She'd just had sex with her bloody _student_.

Pushing him away, she scrambles for her clothes, tugging them up her body as quickly as possible. Matt stops her with a hand to her elbow and his eyes contain obvious hurt.

"What's the matter?" He asks, his voice small as he takes in her frightened appearance. It pains her to see him so confused.

But this was so wrong.

"I can't- _we_ can't.. This was a bad idea," Alex answers honestly, biting her lip as she gently removes her arm from his grasp. She begins to walk back towards the table, where her purse rests and her shoes sit.

"What? Alex, don't-"

"You're my _student_," she cuts him off harshly, spinning towards him. She watches as he shrugs nonchalantly. He pulls his pants up, leer on his face.

"And that just made it a hell of a lot hotter, if you ask me."

Obviously, he wasn't getting the picture. She couldn't do this. She couldn't traipse around, having an affair with a man, her pupil, at risk of losing her job, her home, her _life_. She should have fought her attraction harder, pushed it back.

Never let him get close.

"I have a daughter that I fought my body tooth and nail for, whom I need to provide with a stable home setting."

"Whom I'd love to meet," Matt replies, eyes suddenly honest. Intrigued. He moves toward her then, despite her waving him off, and tucks a damp curl behind her ear. The sudden gentleness emitting from him causes the tension to run from her body.

Her stupid, traitorous body.

"Matt-"

"Listen to me. I don't regret what we just did. Not a bloody bit. If you want to scamper on outta here with your head held high, don't let me stop you. But I don't want this to end." His voice is soft, his eyes pleading. Oh, those beautiful eyes.

She wants this, though she is loathe to admit it. She wants this and _more _with him. But what could she offer him? What could she, almost fifty, offer a man his age? Not a family. It took everything from her to even conceive Salome. And the health risks now? Horrendous.

He deserves so much more than sex.

As if reading her thoughts, Matt pulls her into his embrace while making shushing noises. He places a kiss to her hair, and murmurs, "I want to be with you. More than I thought possible."

"Why are you so.. _so_.. brilliant?" She laughs, but it's quickly followed by a sob as she buries her face into his chest.

"I was born that way, baby," he chuckles, dropping his hands to rest at her lower back.

"Oh, god, you're cocky too," Alex groans, pressing a kiss to his sternum before looking up to his face. He's smiling down at her, a wicked glint in his eye.

"Was that not obvious before?" He asks, hands once more returning to her arse. He squeezes her through her trousers, tugging her further into his body.

"No, it was. Now it's just solidified."

"You know what else solidified?" Matt's eyebrow raises, and she can feel him against her stomach. He lifts her up again, and Alex easily wraps her legs around his waist, moaning when he comes into contact with her still-sensitive core.

"Ohhhh, you are _so_ cheesy," she moans, kissing his lips as he blindly walks her towards what she believes is his bedroom.

She could get used to this attention, she thinks. The way his mouth immediately attaches to her throat, licking and nipping. The way his hands grip her thighs tightly, before dropping her unceremoniously onto his mattress.

The way he crawls up her body to capture her lips with his, and immediately sets out to remove her slacks from her body once more.

"You love it," he finally mutters, brushing his lips down her throat, her clothed chest. When they finally come into contact with her clit, her hips arch from the bed and her eyes screw shut. Her hands fly down to his head, fingers easily sifting through the thoroughly tussled locks.

"Uhhnn, yeah I do.."

The fact that he's her student doesn't matter anymore. Not when he's going to move on from her class within the next few months.

Not when he's doing _that_ with his tongue.

She could definitely get used to this.

* * *

><p><strong>AN:** Yes, you just read an AU of Matt and Alex. Just clearing that up for all of you in case you didn't catch it. ;)

This was Friday's Christmas gift; she _really_ wanted these two in a Professor/Student situation and that moment she mentioned it, my brain took off. It took me a while to finish, what with the whole full-time job thing, so she didn't get it until yesterday. BUT! She promised me it was worth the wait, and we decided it should be posted.

A couple notes about this fic: I have no idea what college is like. I don't even know if the class Alex is teaching is real, and I really don't care. LOL Mr. Smith started in theater, and I thought having him go to college to better himself was a great idea for this little alternate universe, so I just went with it. And there may be an epilogue sometime in the future, so be looking out for that too.

If there are any mistakes, I highly apologize. I am a very rough author, giving it a once or twice read through once it's finished. I do, however, re-read everything as I type it, so hopefully there is nothing askew. Hope you enjoyed! Drop some nice words or keysmashing. I LOVE KEYSMASHING. :D

-Brinney


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